managed by phillips, hager

Offering Memorandum RBC Institutional Cash Funds

March 22, 2010Managed by Phillips, Hager & North Investment Management Ltd. RBC Institutional Government – Plus Cash Fund

RBC Institutional Cash Fund

RBC Institutional US$ Cash Fund

RBC Institutional Long Cash Fund The securities referred to in this Offering Memorandum are being offered on a private placement basis. This Offering Memorandum is not, and under no circumstances is it to be construed as, a prospectus relating to a distribution of the units described herein. Unless otherwise approved by the Manager, units will only be sold to Canadian residents. No securities commission or similar regulatory authority has in any way passed upon the merits of the securities offered hereunder nor has it reviewed this Offering Memorandum and any representation to the contrary is an offence. Units are not ‘deposits’ within the meaning of the Canada Deposit Insurance Corporation Act, are not insured under the provisions of that Act or any other legislation, and are not guaranteed.

Phillips, Hager & North Investment Management Ltd.

Offering Memorandum: RBC Institutional Cash Funds



TABLE OF CONTENTS

INTRODUCTION.......................................................... 1 What is a mutual fund and what are the risks of investing in a mutual fund?......................... 1

What is a mutual fund? ............................. 1 What are the risks of investing in a mutual fund? ......................................................... 1

Organization and management of the RBC Institutional Cash Funds.................................. 5 Purchases, switches and redemptions.............. 6

Net asset value .......................................... 6 Cut-off times for orders ............................ 7 Purchasing units of the funds.................... 8 How your units are registered................... 8 Short-term trading..................................... 8 Switching between funds.......................... 9 Switching between series of the same fund........................................................... 9 Redeeming units of the funds ................... 9 Minimum account size............................ 10 Description of units of the funds............. 10

Fees and expenses ......................................... 10 Fees and expenses that the fund pays ..... 10 Fees and expenses that you pay directly . 11 Impact of sales charges ........................... 11

Dealer compensation ..................................... 12 Sales commissions .................................. 12

Income tax considerations for investors........ 12 Taxation of the funds .............................. 12 Taxation of unitholders........................... 13 Switching between funds and series ....... 14

Additional information.................................. 14 Regulatory relief from related dealer and related issuer investment restrictions...... 14 Reliance on prospectus exemptions and certain required disclosure ...................... 15 Statement of policies of Phillips, Hager & North....................................................... 16

SPECIFIC INFORMATION ABOUT EACH OF THE RBC INSTITUTIONAL CASH FUNDS DESCRIBED IN THIS OFFERING MEMORANDUM........................................................18

Introduction....................................................18 Proxy voting ............................................18 How the funds engage in repurchase transactions and reverse repurchase transactions ..............................................18

Fund Specific Information .............................18 RBC Institutional Government – Plus Cash Fund ...............................................................19 RBC Institutional Cash Fund .........................21 RBC Institutional US$ Cash Fund .................23 RBC Institutional Long Cash Fund................25

WHAT ARE YOUR LEGAL RIGHTS?......................27 Disclosures .....................................................35



INTRODUCTION

This Offering Memorandum contains important information to help you make an informed investment decision and understand your rights as an investor. It is divided into two parts. The first part, from page 1 to 17, contains general information that applies to all RBC® Institutional Cash Funds described in this document. The second part, from page 18 to 26, contains specific information about each of the funds described in this document.

Additional information about each fund is available in the most recently prepared annual financial statements of the funds, and any interim financial statements of the funds prepared since the annual financial statements were prepared. These financial statements are available from us upon request.

In this Offering Memorandum, ‘you’ and ‘your’ mean the investor, and ‘we,’ ‘us,’ ‘our’ and ‘Phillips, Hager & North’ mean Phillips, Hager & North Investment Management Ltd. We refer to the mutual funds described in this Offering Memorandum as either the RBC Institutional Cash Funds or the funds, and each individual mutual fund as either an RBC Institutional Cash Fund or a fund. The RBC Institutional Government – Plus Cash Fund, RBC Institutional Cash Fund and the RBC Institutional US$ Cash Fund are referred to as the ‘RBC Short Cash Funds’. The RBC Institutional Long Cash Fund is referred to as the ‘RBC Long Cash Fund’.

Unless otherwise specifically stated, all dollar amounts in this Offering Memorandum are stated in Canadian dollars except when dollar amounts are used in connection with the RBC Institutional US$ Fund, for which all dollar amounts are stated in United States dollars.

GENERAL INFORMATION ABOUT MUTUAL FUNDS AND THE RBC INSTITUTIONAL CASH FUNDS

What is a mutual fund and what are the risks of investing in a mutual fund?

What is a mutual fund? Each RBC Institutional Cash Fund is a mutual fund. When you invest in a fund, you are combining your money with that of many other investors. We use this pool of money to buy a wide variety of investments on behalf of the entire group of investors. We follow a set of guidelines outlined in the investment objectives and investment strategies of each fund. You can find these later in this Offering Memorandum. You and all the other investors share in any profits or losses the fund makes.

Each fund is sold in units, which are issued in series. Each unit of a seriels represents an undivided share of the fund’s net assets, equal to the share of every other unit of the series. There is no limit to the number of units each fund can issue. However, certain of the funds may be closed to new investors from time to time.

What are the risks of investing in a mutual fund? There is no such thing as risk-free investing. For investors, risk is the possibility of losing money or not making any money. The same is true with mutual funds. The value of a fund may change every day, reflecting changes in interest rates, economic conditions, financial markets and company news. Therefore, when you redeem your units in a fund, you may receive less than the full amount you originally invested. The full amount of your investment in any of the funds is not guaranteed. Unlike bank accounts or guaranteed investment certificates (“GICs”), mutual fund units are not covered by the Canada Deposit Insurance Corporation or any other government deposit insurer.

One risk of a mutual fund is that, in exceptional circumstances, we will not accept requests to redeem units of the fund or we may delay delivery of redemption proceeds. These circumstances are explained under the heading Redeeming units of the funds on page 9.

The value of a fund is directly related to the value of the investments held by the fund. The value of the

Phillips, Hager & North Investment Management Ltd. 1


investments in a fund can change due to general market conditions, changes in interest rates or exchange rates, and political and economic developments.

Mutual funds own different types of investments, depending on their investment objectives. The principal risks associated with a fund are the same risks that affect the value of the investments held by that fund.

The total effect of the different types of risk is measured by volatility. Volatility measures how variable the value of a fund is relative to an expected return. The value of some funds will change very little over time while others will change substantially.

It is very important that you be aware of the risks associated with the different funds you invest in, their relative return over time and their volatility. The particular risks associated with each of the RBC Institutional Cash Funds are described under each fund description in the section Specific information about each of the RBC Institutional Cash Funds. The principal risks that may be associated with investing in mutual funds are described and listed below in alphabetical order.

Concentration risk There are risks associated with any mutual fund that concentrates its investments in a particular issuer or issuers. Concentrating investments allows a fund to focus on a particular issuer’s potential, but it also means that the value of the fund tends to be more volatile than the value of a more diversified fund because the concentrated fund’s value is affected more by the performance of that particular issuer.

Credit risk Credit risk is the possibility that a borrower or issuer, or the counterparty to a derivatives contract, repurchase agreement or reverse repurchase agreement, is unable or unwilling to repay the loan, obligation or interest payment, either on time or at all. A mutual fund can lose money if the borrower or the issuer of a bond or other fixed income security can’t pay interest or repay principal when it’s due.

The debt securities issued by companies, governments and special purpose vehicles (such as vehicles that issue asset-backed securities or mortgage-backed securities) that act as a counterparty or borrow money

are often rated by specialized rating agencies. Debt securities issued by companies or governments in emerging markets often have higher credit risk (lower rated debt), while debt securities issued by well-established companies or by governments of developed countries tend to have lower credit risk (higher rated debt). A downgrade in an issuer’s credit rating or other adverse news regarding an issuer can influence a debt security’s market value. There is no guarantee that third party credit ratings represent an accurate assessment of the risk of owning a particular issuer’s securities. If a rating agency has given a higher rating to an issuer’s securities than those securities inherently deserve, the value of the securities may decrease substantially as the market becomes aware of the issuer’s true risk. Other factors can also influence a debt security’s market value or the ability of an issuer to pay interest or repay principal when due, such as a change in the market perception of the creditworthiness of the security, the parties involved in structuring the security, and the underlying assets or collateral, if any. Lower rated and unrated debt instruments generally offer a better return than higher grade debt instruments but have the potential for substantial loss. Funds that invest in companies or markets with higher credit risk tend to be more volatile in the short term. However, they may offer the potential of higher returns over the long term.

A credit spread is the difference between interest rates payable on an issuer’s fixed income security and a government-issued fixed income security that are identical except for the credit rating. If the market determines that a higher return is necessary to compensate for the higher risk of a lower rated fixed income security, the credit spread will increase. If a credit spread increases after the purchase of a fixed income security, the value of that security will decrease.

Currency risk For the RBC Institutional US$ Cash Fund, the Canada Revenue Agency requires that capital gains and losses be reported in Canadian dollars. As a result, when you redeem units in a U.S. dollar denominated mutual fund, you need to calculate gains or losses based on the Canadian dollar value of your units when they were purchased and when they were sold. Additionally, although the RBC Institutional US$ Cash Fund distributes any income in U.S. dollars, it



must be reported in Canadian dollars for Canadian tax purposes. Consequently, all investment income will be reported to you in Canadian dollars for income tax purposes.

In each of the cases above, changes in the value of the Canadian dollar relative to the U.S. dollar may affect your income tax payable. You may want to consult your tax adviser.

Interest rate risk If a fund invests primarily in bonds and other fixed income securities, a significant influence on the fund’s value will be changes in the general level of interest rates. If interest rates fall, the value of the fund’s units will tend to rise. If interest rates rise, the value of the fund’s units will tend to fall. Depending on a fund’s holdings, short-term interest rates can have a different influence on a fund’s value than long-term interest rates. If a mutual fund invests primarily in bonds and other fixed income securities with longer-term maturities, the biggest influence on the mutual fund’s value will be changes in the general level of long-term interest rates. If a mutual fund invests primarily in bonds and other fixed income securities with shorter-term maturities, the biggest influence on the mutual fund’s value will be changes in the general level of shorter-term interest rates. If you are seeking current income, you should be aware that the level of interest income from a money market fund will fluctuate as short-term interest rates vary.

Large unitholder risk The securities of a fund, including an underlying fund, may be held in significant percentages by an investor, including another mutual fund. In order to meet purchase and redemption requests by the investor, the fund may have to alter its holdings significantly and purchase or sell investments at unfavourable prices and incur capital gains and transaction costs. This can reduce the returns of the fund.

Liquidity risk Liquidity refers to the speed and ease with which an asset can be sold and converted into cash. Most securities owned by mutual funds can be sold easily and at a fair price. In highly volatile markets, such as in periods of sudden interest rate changes, certain securities may become less liquid, which means they cannot be sold as quickly or easily. Some securities

may be illiquid because of legal restriction or the nature of the investment, or due to certain features like guarantees or a lack of buyers interested in the particular security or market. Difficulty in selling securities may result in higher volatility, a loss or reduced return for a fund.

Market risk The market value of a fund’s investments will rise and fall based on specific issuer developments and broader equity or fixed income market conditions. Market value will also vary with changes in the general economic and financial conditions in countries or sectors in which the investments are based.

Risks of using derivatives A derivative is a type of investment whose value is derived from the performance of other investments or from the movement of interest rates, exchange rates or market indices. The funds may use derivatives as long as their use is consistent with the individual fund’s investment objectives. A fund cannot use derivatives for speculative trading or to create a portfolio with excess leverage. If a fund uses derivatives, securities regulations require that the fund hold enough assets or cash to cover its commitments in the derivative contracts. This limits the amount of losses that could result from the use of derivatives. There are many different types of derivatives – they usually take the form of a contract to buy or sell a specific commodity, currency, stock or market index.

The most common types of derivatives that may be used by the funds are futures or forward contracts – these are agreements made today to buy or sell a particular currency, on a specific day in the future at a specified price.

Derivatives have their own special risks. Here are some of the common ones associated with derivatives used by the funds:

Using derivatives for hedging may not always work and it could limit a mutual fund’s potential to make a gain.

Costs relating to entering, maintaining and unwinding derivatives contracts may reduce the returns of a fund.



The price of a derivative may not accurately reflect the value of the underlying currency or security.

There is no guarantee that a mutual fund can close out a derivative contract when it wants to. If, for example, a stock exchange imposes trading limits, it could affect the ability of a mutual fund to close out its position in derivatives. This type of event could prevent a mutual fund from making a profit or limiting its losses.

The other party to a derivative contract may not be able to live up to its agreement to complete the transaction. In general, credit ratings are relied on as indications of the ability of the other party to live up to its agreement.

Repurchase and reverse repurchase risk There are risks associated with repurchase transactions and reverse repurchase transactions. The value of securities sold under a repurchase transaction may exceed the value of the collateral held by the fund. If there is a default on an obligation to resell the securities to the fund, the collateral may be insufficient to enable the fund to purchase replacement securities and the fund may suffer a loss for the difference. Similarly, the value of securities purchased by a fund under a reverse repurchase transaction may decline below the amount of cash paid by the fund. If there is a default on an obligation to repurchase the securities from the fund, the fund may need to sell the securities for a lower price and suffer a loss for the difference.

For more information about how the funds may engage in these transactions, please see the section called How the funds engage in repurchase transactions and reverse repurchase transactions on page 18.

Series risk The funds are available in more than one series of units. Each series has its own fees and expenses, which are tracked separately. Those expenses will be deducted in calculating the unit value for that series, thereby reducing its unit value. If one series is unable to pay its expenses or liabilities, the assets of the other series will be used to pay those expenses or liabilities. As a result, the unit price of the other series may also be reduced. Please see Purchases, switches and redemptions and Fees and expenses for more information regarding each series and how their unit value is calculated.



Organization and management of the RBC Institutional Cash Funds Role Service provided Manager

Phillips, Hager & North Investment Management Ltd. 20th Floor, 200 Burrard Street Vancouver, British Columbia V6C 3N5

Phillips, Hager & North is the manager and principal portfolio advisor of the funds. We provide investment counselling services to company pension and multi-employer pension plans, foundations, endowments, corporations, private clients and our own investment funds. On September 30, 2009, we managed assets of over $65 billion. Phillips, Hager & North is an indirect wholly-owned subsidiary of Royal Bank of Canada. As manager, we manage the overall business and operations of the funds. The funds may invest in units of other funds managed by Phillips, Hager & North. We will not vote units of other funds held by the funds. However, we may pass on the right to vote units of other funds to unitholders of the funds that hold such units.

Portfolio adviser

Phillips, Hager & North Investment Management Ltd. Vancouver, British Columbia

As principal portfolio adviser, we manage the investment portfolios of the funds.

Trustee and custodian

RBC Dexia Investor Services Trust Toronto, Ontario

As trustee, RBC Dexia Investor Services Trust holds title to securities owned by the funds on behalf of the unitholders with responsibility to act in the best interest of unitholders. As custodian, RBC Dexia Investor Services Trust holds the funds’ cash and investments in safekeeping on behalf of the funds. RBC Dexia Investor Services Trust is an affiliate of Phillips, Hager & North.

Registrar

Phillips, Hager & North Investment Management Ltd. Vancouver, British Columbia

As registrar, we process all the purchases and redemptions of units of the funds, keep a register of all investors, and issue investor statements and annual tax slips for investors.

Auditors

Deloitte & Touche LLP Vancouver, British Columbia

As auditors, Deloitte & Touche LLP provides assurance that the funds’ annual financial statements present fairly, in all material respects, their financial positions and results of operations in accordance with Canadian generally accepted accounting principles.

Independent review committee

We have established an independent review committee to review certain transactions pursuant to regulatory relief granted to the funds (the ‘IRC’). The IRC is currently composed of four members and each member was appointed on May 1, 2008. Each member is independent from Phillips, Hager & North, the funds and the entities related to Phillips, Hager & North.



Purchases, switches and redemptions Each fund is permitted to have an unlimited number of series of units and may issue an unlimited number of units of each series. Each fund currently has three series of units: I-Series, J-Series and O-Series units.

The funds pay us a management fee with respect to I-Series and J-Series units. No management fees are charged to the funds with respect to O-Series units. O-Series unitholders pay a negotiated fee directly to us for investment counselling services. Different initial investment amounts may apply to each series.

Net asset value Each fund maintains a separate net asset value for each series of units, as if the series were a separate fund. However, the assets of the fund constitute a single pool for investment purposes. The net asset value for a series is based on series specific amounts, such as amounts paid on the purchase and redemption of units of the series and expenses attributable solely to the series, and on the series’ share of the fund’s investment earnings, market appreciation or depreciation of assets, common expenses and other amounts not attributable to a specific series. Expenses are recognized on an accrual (i.e., “as incurred”) basis, not on a cash (i.e., “when paid”) basis.

The unit price for each series is the basis for calculating the purchase price or redemption price for buying, switching or redeeming units of that series. Phillips, Hager & North or our agent calculates the unit price for each series by dividing the net asset value for the series by the number of outstanding units of the series. All of the funds, other than the RBC Institutional US$ Cash Fund, are valued and can be purchased in Canadian dollars. The RBC Institutional US$ Cash Fund can be purchased only in U.S. dollars.

Valuation days - For funds other than the RBC Institutional US$ Cash Fund, a valuation day is any day that the Toronto Stock Exchange and Canadian banks are open for business.

For the RBC Institutional US$ Cash Fund, a valuation day is any day that the Toronto Stock Exchange, Canadian banks and U.S. banks are open for business.

A fund’s assets - The value of any security or property held by a fund or any of its liabilities will be determined in the following way:

Cash, bills, demand notes, accounts receivable, prepaid expenses, cash dividends received or receivable, distributions receivable and interest accrued and not yet received, will be valued at their full amount unless it is determined that the cash or other asset is not worth that amount. In such a case, a reasonable value will be determined.

Securities quoted in foreign currencies are translated to Canadian dollars using the prevailing rate of exchange as quoted by customary banking sources on the valuation day.

For the RBC Long Cash Fund, bonds, debentures, debt-like securities and other debt obligations are valued by taking the average of the latest available bid and asked quotations on the valuation day. Notes and money market instruments are valued at their current market value on the valuation day. This value may be determined based on the cost of the investments, which approximates market value after taking into account accrued interest which is recorded separately from the investment. If short-term instruments are sold, the difference between the cost and the proceeds (less income previously credited for such security) will be recorded as income not capital.

For the RBC Short Cash Funds, notes and money market instruments will be valued at cost, which approximates market value after taking into account accrued interest which is recorded separately from the investment. If short-term instruments are sold, the difference between the cost thereof and the proceeds (less income previously credited for such security) will represent an adjustment to income, not capital, of the fund.

The value of a futures contract or forward contract will be the gain or loss that would be realized if, on the valuation day, the position in the futures contract or forward contract as the case may be, were to be closed out unless daily limits are in effect, in which case fair value, based on the current market value of the underlying interest, shall be determined.



Margin paid or deposited in respect of futures contracts and forward contracts will be reflected as an account receivable and margin consisting of assets other than cash will be noted as held as margin.

Units of the various underlying funds held by a fund will be valued at their respective unit values on the relevant valuation day.

If a valuation day of a fund is not a business day for a specific market, the prices or quotations of the prior business day will be used to value any asset or liability for such market.

Although we or our agent will generally determine the value of the assets of the funds by following the valuation practices described above, we or our agent have the discretion to value the assets using other methods if we determine that these practices are not appropriate in the circumstances. It may be necessary to exercise such discretion in situations where market prices are not readily available or securities may not be reliably priced (such as in the case of technical difficulties, and thinly traded or illiquid securities). Phillips, Hager & North and our agent have policies in place regarding fair valuation and guidelines that provide guidance on how fair value should be determined. The application of fair value pricing represents a good faith determination based upon these guidelines. There can be no assurance that a fund could obtain the fair value assigned to a security if it were able to sell the security at approximately the time at which the fund determines its net asset value per unit.

The fair value of the securities used to determine the net asset value per unit of a series (“Pricing NAV”) will be based on the funds’ valuation rules set out above, which may not be the same as Canadian generally accepted accounting principles (“Canadian GAAP”) requirements. Canadian GAAP requires that the fair value of actively traded securities held by a fund should be valued at the bid price, instead of the close price or last sale price of the securities for the day. Hence, the reported value of securities held by a fund in the annual and interim financial statements may be different from the fair value of the securities used to determine Pricing NAV. The financial statements of the funds will disclose the Pricing NAV for each series.

A fund’s liabilities - A fund’s liabilities include:

All debts, obligations, liabilities or claims of any kind.

All accrued operating expenses and other charges.

Cut-off times for orders Phillips, Hager & North determines the unit price at the close of trading on each valuation day. The cut-off times for receiving buy, switch or redemption request differ depending on the fund and whether or not the request is submitted directly to Phillips, Hager & North or through FundSERV. The timing of your request, the fund and whether or not the request is submitted directly to Phillips, Hager & North or through FundSERV also impacts when you will receive distributions from the fund.

If your request is made directly through us and we receive your complete request to buy, switch or redeem units of a RBC Short Cash Fund in our Vancouver office by 1 p.m. Eastern Time on a valuation day, we will process your request using the price at the close of business on that valuation day. If your request is made through FundSERV and we receive your complete request to buy, switch or redeem units of a RBC Short Cash Fund in our Vancouver office by 4:00 p.m. Eastern Time (1 p.m. Eastern Time on December 24, if that day is a valuation day) we will process your request using the price at the close of business on that valuation day.

If your purchase request for units of the RBC Short Cash Funds is made directly through us and is received by the applicable cut-off time, you will receive a distribution on that valuation day in respect of the purchased units. If your purchase request for units of the RBC Short Cash Funds is made through FundSERV, you will only receive a distribution in respect of the purchased units on the next valuation day.

If we receive your complete request to buy, switch or redeem units of the RBC Long Cash Fund by 4 p.m. Eastern Time on a valuation day (and by 1 p.m. Eastern Time on December 24, if that day is a valuation day), we will process your request using the price at the close of business on that valuation day whether or not the request is received through FundSERV. Otherwise, we will process your request



on the next valuation day, using the price at the close of business on that day.

Your dealer may set earlier times for its receipt of orders than the times we set.

Purchasing units of the funds There are no charges for opening an account or buying units of the funds directly through us. If you buy units of the funds through a registered dealer, that dealer may charge you a fee for buying your units. These are negotiated between you and your dealer.

Generally, you must make an initial investment of at least $25 million to buy I-Series units of the RBC Institutional Cash Funds. This $25 million may be spread across more than one fund.

Generally, you must make an initial purchase of $500 million for J-Series units. This $500 million may be spread across more than one fund.

For O-Series units, we will determine the initial investment amount in our discretion from time to time.

Subsequent purchases of I-Series and J-Series units must be at least $25,000.

Phillips, Hager & North may change or waive these minimum amounts at any time, at our discretion.

Phillips, Hager & North may limit or ‘cap’ the size of a fund or a series of units of a fund by restricting new purchases, including units bought through switches. We will continue to allow redemptions and the calculation of the fund's unit value for each series. We may subsequently decide to start accepting purchases or switches to that fund or series at any time.

If you are purchasing RBC Short Cash Funds directly through us, you have to include full payment for your units with your request. If you are purchasing RBC Short Cash Funds through FundSERV or are purchasing units of the RBC Long Cash Fund, you have to deliver payment to us within one business day after the applicable valuation day. If you buy units of a fund through a registered dealer, your dealer is responsible for sending in your request the same day that they receive it from you.

If Phillips, Hager & North does not receive payment in full within the time limits described

above, the units that you bought will generally be redeemed on the next valuation day. If they are redeemed for more than you paid, the fund will keep the difference. If they are redeemed for less than you paid, you or your dealer will be charged for the difference plus any costs. Your dealer may, in turn, charge you for these amounts.

Phillips, Hager & North may refuse any request to buy units within one business day of receiving it. If your request is refused, your money will be returned to you in full, without interest.

How your units are registered Your units can be registered on our records directly in your name, or in the name of your dealer or an intermediary who holds units for you.

If your units are registered in your own name:

You may hold units of your funds only in a Phillips, Hager & North account.

You will receive trade confirmations and account statements directly from us.

You will give us your transaction instructions.

If your units are registered in the name of your dealer or an intermediary:

You may be permitted to hold units of your funds along with other types of securities, such as stocks and bonds, in your account with your dealer or the intermediary.

You will receive trade confirmations and account statements from your dealer or the intermediary, rather than directly from us.

Your dealer or the intermediary will give us your transaction instructions.

Short-term trading We regularly monitor transactions in all our funds. We have established criteria for acceptable transaction activity in an effort to eliminate activity that we deem potentially detrimental to unitholders including activity associated with attempts to engage in market timing. We have the right to restrict or reject any purchase or switch request without any prior notice, including those transactions accepted by your dealer. Whether your trading is considered excessive or inappropriate will be determined by us at our sole discretion.



Switching between funds Redeeming units of one RBC Institutional Cash Fund to buy units of another RBC Institutional Cash Fund is known as ‘switching’. The same rules for buying and redeeming units of the funds apply to switches.

If you switch units of a fund denominated in one currency to units of a fund denominated in another currency, the redemption proceeds will be converted into the currency of the fund being purchased using the rate of exchange determined by RBC Dexia Investor Services Trust for the transaction.

We do not charge fees for switching units of, or switching into or out of units of RBC Institutional Cash Funds.

We may suspend or restrict your switching privileges if you switch funds in a manner that we consider to be detrimental to the funds.

Switching between series of the same fund A switch between series of units of a fund is called a ‘redesignation.’ With our prior approval, you can switch units of a fund if you are eligible to buy them.

If you are no longer eligible to hold a series of units, we may switch you out of that series to another series of units of the same fund, as appropriate.

We do not charge any fees to switch between series of the same fund. Switching units of one series to units of another series of the same fund is not considered a disposition for tax purposes.

Redeeming units of the funds There are no charges for redeeming units of the funds through us. If you redeem units of the funds through a registered dealer, that dealer may charge you a fee for redeeming your units.

When you redeem units of the RBC Short Cash Funds directly through Phillips, Hager & North, we will send you your money on the applicable valuation day for the redemption request. When you redeem units of the RBC Short Cash Funds through FundSERV, we will send you your money on the valuation day following the applicable valuation day for the redemption request.

When you redeem units of the RBC Long Cash Fund directly or through FundSERV, we will send you your money on the valuation day after the applicable valuation day for the redemption request.

We will only send you the redemption proceeds if:

instructions necessary to complete the transaction have been received; and

any payment for buying the same units that you are redeeming has cleared.

If a fund receives redemption requests for a valuation day that in aggregate exceed 10% or more of the units outstanding for a fund (a “Large Redemption Request”), Phillips, Hager & North may, upon receipt of a Large Redemption Request return the Large Redemption Request unprocessed and require prior notice of up to ten business days for the Large Redemption Request. A unitholder requesting a Large Redemption Request will be advised that such prior notice is required and have such Large Redemption Request returned promptly following our receipt of the redemption request.

In the event of a Large Redemption Request Phillips, Hager & North may make payment of redemption proceeds by making good delivery to the unitholder of portfolio securities of the fund, the value of which is equal to the redemption price of the units being redeemed. In the event that redemption proceeds are paid by making delivery of portfolio securities, Phillips, Hager & North must be satisfied that such delivery is in the best interests of the fund. Securities delivered in payment of redemption proceeds will be valued on the valuation day as of which the redemption price is determined and on the same basis that the fund would use in determining the value of such securities on that day. The unitholder will be required to pay any reasonable costs associated with delivering such securities to the unitholder and/or registering such securities in the name of the unitholder or a nominee of the unitholder, and any brokerage costs associated with the disposition by the unitholder of the relevant securities.

A fund may also suspend the redemption of its units for any period in the event that Phillips, Hager & North determines that conditions exist which render impractical the sale of the assets of that fund or impair the ability of Phillips, Hager & North to determine the value of assets held by the fund.

Any redemption request received during a suspension of redemptions will be completed at the series net asset value per unit on the first valuation day



following the termination of the suspension unless earlier withdrawn by the unitholder.

Phillips, Hager & North reserves the right to require any unitholder of a fund to redeem such unitholder’s entire holding of units of a fund, or any portion thereof, if Phillips, Hager & North, in its sole discretion, so determines.

To the extent that investors who are U.S. citizens or who are resident of the United States or any other foreign country become a unitholder of a fund, we may require such investors to redeem their units if their participation has the potential to cause regulatory or tax problems.

Minimum account size Minimum investment levels are established in an effort to control the costs of administering accounts, which impact all unitholders. If you have less than $25 million invested in I-Series or less than $500 million invested in J-Series units of the funds, we may require you to bring the value of your account up to these minimums, redeem any or all of your units and forward you the proceeds, or, if you are invested in J-Series units, switch you into I-Series units. We will give you or your dealer 30 days notice before any action is taken.

Description of units of the funds Each unit of a series of a fund entitles the holder to:

one vote at any meeting of unitholders of the fund or a meeting of unitholders of that specific series;

participate equally with all other units of the series in the regular distribution of net income and net realized capital gains of the fund allocable to the series; and

participate equally with all other units of the series, if the fund is being terminated and wound-up, in the distribution of the series’ share of net assets of the fund that remain after the fund’s liabilities have been paid.

No unitholder owns any assets of a fund. Unitholders have only those rights mentioned in this Offering Memorandum and the master trust agreement for the funds.

These rights may only be modified by amending the master trust agreement. The master trust agreement does not require unitholder approval with respect to amendments to the master trust agreement unless

such approval is required under applicable securities laws. However, if an amendment to the master trust agreement is one that we believe a reasonable unitholder would consider important in determining whether to continue to hold units of the affected funds and is prejudicial to the interests of unitholders as a group, we must provide unitholders with 30 days’ prior notice of that change.

Although the funds do not hold regular meetings, Phillips, Hager & North will hold meetings to obtain your approval on certain matters.

Fees and expenses A brief description of the fees and expenses that you may have to pay if you invest in the funds is set out below. You may have to pay some of these fees and expenses directly. However, you should be aware that the payment of fees and expenses by the funds will reduce the value of your investment in the funds.

Fees and expenses that the fund pays

Management and administration fees Each fund pays an annual fee to Phillips, Hager & North with respect to I-Series and J-Series units issued by the fund for its services as manager of the fund. This management fee, and the fixed administration fee described in more detail below under the heading Operating expenses and other costs for each fund is as follows:

Series Management Fee Administration Fee I-Series up to 0.11% 0.02% J-Series up to 0.08% 0.02% O-Series - 0.02%

The funds do not pay a management fee with respect to O-Series units. Investors who are eligible to purchase O-Series units pay a negotiated fee directly to us for investment counselling services.

Unitholders will be provided with written notice of any change to these fees (and any other fee charged to a fund) that could result in an increase in charges to a fund in which they hold units at least 60 days before the change becomes effective.



Operating expenses and other costs Phillips, Hager & North pays certain operating expenses of the funds. These expenses include regulatory filing fees and other day-to-day operating expenses, including, but not limited to, recordkeeping, accounting and fund valuation costs, custody fees, audit and legal fees, the costs of preparing and distributing annual and interim financial statements, statements and investor communications. In return, each fund pays us a fixed administration fee. The administration fee may vary by series of units and by fund and is listed above under the heading Management and administration fees. The amount of operating expenses paid by us in exchange for the payment of the administration fee may exceed or be less than the administration fee in any particular period. Each fund also pays certain operating expenses directly, including the costs and expenses related to the IRC, the cost of any government or regulatory requirements introduced after July 1, 2009 and any borrowing costs (collectively, “other fund costs”) and taxes (including, but not limited to, GST). Fees and expenses payable in connection with the IRC include compensation paid to members of the IRC in the form of an annual retainer for each IRC member, a separate retainer for the chair and a fee payable for each meeting attended, insurance coverage required by the IRC, reimbursement for reasonable expenses and travel time and the costs of outside advisers retained by the IRC (if any). Other fund costs will be allocated among funds and among each series of units of a fund in a fair and equitable manner in accordance with the services used. The administration fee and operating expenses borne directly by a fund will be included in the management expense ratio (“MER”) of a fund.

Unitholders will be provided with written notice at least 60 days before the basis of calculating any of these expenses (or any other expense charged to a fund) is changed in any other way that could result in an increase in charges to a fund in which they hold units.

Phillips, Hager & North may, in some years and in certain cases, pay a portion of a series’ administration fee or other fund costs. The decision to absorb the administration fee or other fund costs is reviewed annually and determined at the discretion of Phillips, Hager & North without notice to unitholders.

The funds may invest in units of other funds managed by Phillips, Hager & North or our affiliate. These other funds have their own fees and expenses to pay in addition to those paid by any funds that invest in them. However, a fund will not invest in units of another fund if the fund would be required to pay any management or incentive fees in respect of that investment that a reasonable person would believe duplicates a fee payable by the other fund for the same service. In addition, a fund will not invest in another fund managed by Phillips, Hager & North if any sales or redemption fees are payable in respect of the investment or invest in any other fund if the fund would be required to pay any sales or redemption fees in respect of the investment that a reasonable person would believe duplicates a fee payable by unitholders.

Proposed Harmonized Sales Tax - The Governments of British Columbia and Ontario have announced their intention to harmonize the provincial sales tax with the federal goods and services tax (GST). If the proposed harmonization proceeds as announced, effective July 1, 2010, Phillips, Hager & North may be required to collect a combined harmonized sales tax on management fees and administration fees paid to it by a fund. Currently, management fees and administration fees charged by us to a fund are subject only to the 5% federal GST. Since the MER of the funds includes taxes, if a harmonized sales tax were to apply to management and administration fees paid by fund, the MER of these funds would increase to reflect the additional taxes payable on management fees and administration fees resulting from the harmonized sales tax.

Fees and expenses that you pay directly Sales charges None Short-term trading fee None Switch fees None Redemption fees None Other fees and expenses1 None 1 Investors who are eligible to purchase Series O units pay a negotiated fee directly to us for investment counselling services.

Impact of sales charges Phillips, Hager & North funds are ‘no load,’ which means you pay no sales charges or commissions when you buy and redeem units of the funds through



us. You also pay no account set-up or administration fees, and you may transfer your units from one RBC Institutional Cash Fund to another at no administrative cost.

Dealer compensation

Sales commissions You will not be charged a sales commission if you buy your units directly from us. If you invest in the funds through a dealer that distributes the funds, the dealer may charge you a sales charge, commission or service fee. These charges are negotiated between you and the dealer.

Income tax considerations for investors The following is a fair summary of the principal Canadian federal income tax considerations generally relevant to investors who, for purposes of the Income Tax Act (Canada) (the “Tax Act”), are resident in Canada, hold their units as capital property and deal with the funds at arm’s length.

This summary is based on the current provisions of the Tax Act and the regulations under it, all specific proposals to amend the Tax Act and its regulations that have been publicly announced by the Minister of Finance, and the published administrative practices of the Canada Revenue Agency (“CRA”). It is assumed that all amendments will be passed as proposed.

This summary is of a general nature and is not intended to be exhaustive. It does not take into account provincial, territorial or foreign tax laws. Investors should consult their own tax advisers with respect to the tax consequences in their particular circumstances.

Units of the funds are not qualified investments under the Tax Act for RRSPs, RRIFs, DPSPs, RESPs, RDSPs or TFSAs. Adverse tax consequences will arise if units are acquired by such entities.

Taxation of the funds Each fund must pay tax on its net income and net realized capital gains for a year, except to the extent such amounts are distributed to unitholders. Each fund (other than the RBC Institutional US$ Cash Fund – please see the heading Distribution Policy for this fund on page 24 for more details) intends to distribute all of its net income each year and sufficient of its net realized capital gains, so that the

fund will not pay any tax under Part I of the Tax Act, other than alternative minimum tax. The funds could be subject to alternative minimum tax.

All of a fund’s deductible expenses, including expenses common to all series of the fund and expenses specific to a particular series (such as management fees), will be taken into account in determining the income or loss of the fund as a whole.

Loss suspension rules may prevent a fund from recognizing capital losses on the disposition of investments in certain circumstances.

Although the financial statements for the RBC Institutional US$ Cash Fund are maintained in U.S. dollars, the Canadian dollar amounts must be used in calculating income for tax purposes. The fund may therefore realize a capital gain or loss when it sells an investment or when an investment matures, as a result of a change in the exchange rate from the time the investment was acquired to the time of sale or maturity.

If at any time in a year a fund has a unitholder that is a “designated beneficiary” under the Tax Act, the fund will be subject to a special tax at the rate of 36% under Part XII.2 of the Tax Act on its “designated income”. A “designated beneficiary” includes a non-resident, and “designated income” includes income from business, which could include certain income from derivatives. Where a fund is subject to tax under Part XII.2, the fund may make a designation which will result in unitholders that are not designated beneficiaries receiving a tax credit with respect to their share of the tax under Part XII.2 paid by the fund.

If more than 50% (calculated on a fair market value basis) of the units of a fund are held by one or more unitholders that are considered to be ‘financial institutions’ for the purposes of certain special rules in the Tax Act, then that fund itself will be treated as a financial institution under those special rules. Under those rules, a fund will be required to recognize at least annually on income account any gains and losses accruing on certain types of debt obligations that it holds and also will be subject to special rules with respect to income inclusion on certain types of debt obligations that it holds. Any income arising from such treatment will be included in amounts to be distributed to Unitholders. If



financial institutions subsequently cease to hold more than 50% of the units of the fund, the fund’s taxation year will be deemed to end and any gains and losses accrued on certain debt obligations to that time will be recognized on income account and included in amounts distributed to unitholders. A new taxation year for the fund will then begin and for that and subsequent taxation years, for so long as not more than 50% of the units of the fund are held by financial institutions, the fund will not be subject to these special rules.

Initially, Royal Bank of Canada or a subsidiary of the Bank will hold all the outstanding units of the RBC Institutional Government-Plus Cash Fund, RBC Institutional Cash Fund and the RBC Long Cash Fund. As a result, these funds will be subject to the special rules as described above. If more than 50% of the units of these funds subsequently cease to be held by the Royal Bank of Canada and/or other financial institutions, the taxation year of the fund will be considered to have ended immediately before that time and any gains or losses accrued to that time will be considered to be realized by the fund as described above and will be reflected in amounts considered to be distributed in that shortened taxation year to unitholders of the fund. A new taxation year for the fund will then begin and for that and subsequent taxation years, for so long as not more than 50% of the units of the fund are held by financial institutions, the fund will not be subject to these special rules. Steps will be taken to attempt to minimize the time period during which the RBC Institutional Government-Plus Cash Fund, RBC Institutional Cash Fund and the RBC Long Cash Fund will be subject to these special rules as a result of Royal Bank of Canada and/or other financial institutions holding units in these funds.

Taxation of unitholders Each unitholder of a fund will be required to include in computing its income for a particular year the portion of the net income, and the net realized taxable capital gains of the fund for the year distributed to the unitholder (including such amounts distributed or on the redemption of units), whether those amounts are distributed in cash or reinvested in additional units. The RBC Institutional US$ Cash Fund may be considered to realize gains for Canadian tax purposes as a result of exchange rate fluctuations, since the fund invests in U.S. dollar-denominated securities but

must report its income for tax purposes in Canadian dollars. In such case, the fund may make additional distributions to unitholders calculated and paid in accordance with the rules in the Tax Act so as to ensure that the fund will not pay income tax. Any such additional distribution will be immediately reinvested in additional units and the units of the fund will then be consolidated to ensure that the net asset value per series unit is maintained at the amount prior to the distribution. The amount of this distribution will be included in your income and added to the adjusted cost base of your units. We will advise each unitholder of the share of the net income, net taxable capital gains and return of capital of the fund distributed to the unitholder each year.

To the extent that distributions made by a fund to a unitholder in a year exceed the unitholder's share of the fund's net income and net realized capital gains for the year, the excess distributions will be a return of capital that is not taxable to the unitholder but that reduces the adjusted cost base of the unitholder's units. If a unitholder’s adjusted cost base is reduced to less than zero the unitholder will be deemed to have realized a capital gain equal to the negative amount and the adjusted cost base will be reset at nil.

Where an investor acquires units of the RBC Long Cash Fund or RBC Institutional US$ Cash Fund, the purchase price for the units may reflect net income and net realized capital gains which have not been distributed. The investor is subject to tax on his or her share of those amounts when distributed, even though the amounts were reflected in the purchase price paid for the units. Similarly, the investor’s share of capital gains realized after the units were acquired will include the portion of the gains that accrued before the investor acquired the units.

Each fund intends to make designations under the Tax Act so that income from foreign sources and net taxable capital gains distributed to unitholders will retain their character in the hands of unitholders. Each taxable unitholder will generally be entitled to a tax credit for foreign taxes paid by a fund in respect of his or her share of income from foreign sources, except to the extent the fund has deducted the foreign taxes in computing its income.

On a redemption (including a redemption to switch between the funds) or other disposition of units of a fund, the unitholder will realize a capital gain to the extent that the proceeds of disposition exceed the



adjusted cost base of the units plus any cost of disposition, or a capital loss to the extent that the total of the adjusted cost base of the units plus any costs of disposition exceeds the proceeds of disposition. One half of a capital gain must be included in income as a taxable capital gain. One-half of a capital loss is an allowable capital loss, which may be applied against taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains may be carried back three years or forward indefinitely and applied against taxable capital gains realized in those earlier or later years, subject to the rules in the Tax Act. A unitholder that is throughout the relevant taxation year a “Canadian-controlled private corporation” under the Tax Act, may be liable to pay, in addition to the tax otherwise payable under the Tax Act, a refundable tax of 6⅔% determined by reference to its aggregate investment income for the year, which is defined to include an amount in respect of taxable capital gains.

The adjusted cost base of a unit of a fund is equal to the average adjusted cost base of all units of the fund held by a unitholder. Generally, the adjusted cost base of all units at any time is equal to the total cost of fund units purchased by the unitholder to that time (including units purchased by reinvesting distributions) minus the return of capital component of distributions and the adjusted cost base of units previously sold. The proceeds of disposition on the redemption of units of a fund do not include net income or net realized gains, if any, that are distributed as part of the redemption amount.

The cost to a unitholder of units of the RBC Institutional US$ Cash Fund is to be determined in Canadian dollars based on the exchange rate when the units are acquired. The proceeds of disposition of units are to be determined in Canadian dollars based on the exchange rate at the time of disposition. Consequently, a unitholder of this fund may realize a capital gain or loss on the disposition of units as a result of fluctuations in the exchange rate between the Canadian and U.S. dollars.

Individuals and certain trusts are required to pay tax equal to the greater of tax determined under the ordinary rules and alternative minimum tax. Amounts distributed by a fund that are taxable dividends from taxable Canadian corporations or net taxable capital gains, and capital gains realized on the redemption of

units, may increase a unitholder’s liability for alternative minimum tax.

Switching between funds and series For tax purposes, switching units of a fund for units of another fund is considered to be the same as redeeming units for cash, even though you actually reinvested the money in units of another fund. The same tax rules apply for switching between funds as for redeeming your units. However, switching units of one series to units of another series of the same fund is not a disposition for tax purposes and no capital gain or loss will be realized. The adjusted cost base of the units that were switched will be transferred to the units of the other series acquired on the switch.

Additional information

Regulatory relief from related dealer and related issuer investment restrictions We have obtained relief from applicable securities legislation to engage in the types of transactions described below on behalf of the funds. The following transactions must be consistent with the investment objectives of a fund and carried out in accordance with any instructions received from the IRC of the funds.

Investment restrictions

Purchase of securities of related issuers

We have obtained relief that permits each fund to purchase debt securities of a related issuer in the secondary market, provided that, among other things:

(a) the debt security has an approved credit rating by an approved credit rating organization; and

(b) the price payable is not more than the ask price of the security determined as follows:

(i) if the purchase occurs on a marketplace, in accordance with the requirements of the marketplace; and

(ii) if the purchase does not occur on a marketplace,

the price at which an independent seller is willing to sell the debt security, or



if the fund does not intend to purchase the debt security from an independent seller, the price quoted by an independent party.

We have also obtained relief that permits each fund to purchase debt securities of a related issuer having a term to maturity of 365 days or more (excluding asset backed commercial paper) in the primary market (i.e., securities issued for the first time), provided that, among other things:

(a) the size of the primary offering is at least $100 million;

(b) at least two purchasers who are independent, arm’s length purchasers, which may include ‘independent underwriters’ within the meaning of National Instrument 33-105 – Underwriting Conflicts, collectively purchase at least 20% of the primary offering;

(c) following the purchase, the fund would not have more than 5% of its net assets invested in non-exchange traded debt securities of Royal Bank of Canada;

(d) following the purchase, the fund together with other funds managed by Phillips, Hager & North that are offered pursuant to exemptions from the prospectus requirement hold less than 20% of the securities issued in the primary offering; and

(e) the price paid for the securities by a fund is no higher than the lowest price paid by any of the arm’s length purchasers who participate in the primary offering.

Purchase of securities from related dealers – principal trading

We have also obtained relief that permits a fund to purchase debt securities from or sell debt securities to a related party that is a principal dealer in the Canadian debt securities market, provided that, among other things:

(a) the bid and ask price of the security is readily available (either publicly or by reference to a quote from an independent party); and

(b) a purchase must not be executed at a price higher than the ask price and a sale must not be executed at a price which is lower than the bid price.

Recordkeeping, disclosure and IRC involvement Appropriate records of the related party transactions described above must be maintained and, in certain cases, particulars must be disclosed in the financial statements of the funds or filed with securities regulatory authorities. In addition, the IRC of a fund must approve our policies and procedures in respect of these types of related party transactions.

The IRC of the funds has approved standing instructions in respect of these related party transactions. In accordance with the conditions of the applicable standing instructions of the IRC, the IRC typically reviews these activities on a quarterly basis. In its review, the IRC considers whether investment decisions in respect of these related party transactions:

were made by us in the best interests of the fund and were free from any influence of Royal Bank of Canada and without taking into account any consideration relevant to Royal Bank of Canada or its associates or affiliates;

were in compliance with the conditions of our policies and procedures;

were in compliance with the applicable standing instructions of the IRC; and

achieved a fair and reasonable result for the fund.

Inter-fund trades We have also obtained relief, subject to similar conditions, that permits each fund to engage in certain trades of portfolio securities with investment funds managed by us and discretionary accounts managed by us or our related parties.

Reliance on prospectus exemptions and certain required disclosure Units of the funds are offered pursuant to certain exemptions from the prospectus requirements of the securities legislation of the provinces and territories of Canada. Purchasers may be required to acquire units at an aggregate acquisition cost of not less than an amount prescribed by applicable securities legislation. Subscribers for units will be required to execute an investment management agreement or a



subscription agreement with Phillips, Hager & North, and may be required to execute such certificates and other documents as Phillips, Hager & North may reasonably require to evidence their eligibility and entitlement to rely on such exemptions.

If the investor is resident in Ontario, applicable securities legislation requires that the funds notify the investor that (i) details of the distribution must be delivered by the funds to the Ontario Securities Commission, (ii) the information about the distribution is collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation for the purpose of the administration and enforcement of the securities legislation of Ontario, and (iii) the public official who can be contacted regarding the indirect collection of information is the Administrative Assistant to the Director of Corporate Finance at the Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone 416-593-8086. Such investors, by their investment, will be deemed to have consented to the indirect collection of the information by the Ontario Securities Commission.

Statement of policies of Phillips, Hager & North

Business activities of Phillips, Hager &North We act as a portfolio manager, dealer, manager and promoter of mutual fund securities including those managed by us.

Related issuers and connected issuers to Phillips, Hager & North An issuer of securities is “related” to us if, through the ownership of, or direction or control over voting securities, we exercise a controlling influence over that issuer or that issuer exercises a controlling influence over us or the same third party exercises a controlling influence over both Phillips, Hager & North and the issuer. We are an indirect subsidiary of Royal Bank of Canada (“Royal Bank”) and as a result of this relationship, Royal Bank is a related issuer of Phillips, Hager & North. In addition, other issuers will be considered related to us by virtue of Royal Bank’s direct or indirect ownership or investment in these entities. The funds may purchase securities issued by Royal Bank in accordance with regulatory relief described above under Purchase of securities of related issuers.

An issuer is a “connected issuer” to Phillips, Hager & North if there is a relationship between the issuer and Phillips, Hager & North, a related issuer of us, or a director or officer of us or the related issuer of Phillips, Hager & North, that might lead a reasonable prospective purchaser of the securities of the connected issuer to question whether Phillips, Hager & North and the issuer are independent of each other for the distribution of the issuer’s securities. Investment funds that are managed by, or that receive investment advice from Phillips, Hager & North or our affiliates are connected issuers of Phillips, Hager & North and may be held in the portfolio of the fund as described in the investment strategies for each fund.

In certain circumstances, issuers with whom Royal Bank or its affiliates have a business relationship (such as being borrowers from Royal Bank or companies in which Royal Bank has a significant investment) may also be considered connected issuers of Phillips, Hager & North.

Related registrants In addition to being the principal shareholder of Phillips, Hager & North, Royal Bank is the direct or indirect principal shareholder of the following registrants: BonaVista Asset Management Inc., RBC Asset Management Inc., RBC Dominion Securities Inc., RBC Direct Investing Inc., Commission Direct Inc., Royal Mutual Funds Inc., RBC Private Counsel Inc., RBC Global Asset Management (U.S.) Inc., RBC Capital Markets Corporation and RBC Securities Australia PTY Limited. In addition, Royal Bank holds a non-controlling interest in Sky Investment Counsel Inc. Certain directors and officers of Phillips, Hager & North may from time to time also be directors and officers of the above related-party registrants. Phillips, Hager & North may purchase securities from, or sell securities to Royal Bank or a subsidiary or affiliate of Royal Bank, whether these companies are acting in an agency or principal capacity. In addition, Royal Bank or other related parties may act as an underwriter for securities sold to clients of Phillips, Hager & North. We may also obtain from or provide to entities related to Royal Bank, other management, administrative, referral or other services in connection with our ongoing business. These relationships are subject to legislative and industry regulatory requirements that impose restrictions on



dealings between related registered companies intended to minimize the potential for conflicts of interest resulting from these relationships. Phillips, Hager & North has adopted internal policies and procedures that supplement these requirements.

Cash balances held in mutual and/or pooled funds may be transferred by Phillips, Hager & North into bank accounts at Royal Bank for the funds’ interest earning purposes. Royal Bank and its subsidiaries may also earn income and/or spreads on such transferred cash balances and foreign exchange transactions.

RBC Dexia Investor Services Trust, the trustee and custodian for the funds, is a joint venture equally owned by Royal Bank and Dexia Banque Internationale à Luxembourg.

Fair allocation of opportunities Phillips, Hager & North performs investment advisory services for various clients as well as the funds and other investment funds that are managed by Phillips, Hager & North (collectively, “Accounts”) including a very small number of client accounts that involve performance fees. Phillips, Hager & North makes investment decisions for each Account dependent on the circumstances, investment objectives and guidelines of the specific Account. Phillips, Hager & North’s policy and practice is not to intentionally favour or disfavour any Account in the allocation of investment opportunities so that over a period of time, such opportunities will be allocated among Accounts on a fair basis. Phillips, Hager & North may give advice and take action with respect to any Account that differs from the advice given to, or the action taken for, other Accounts. Phillips, Hager & North’s emphasis is on ensuring that all Accounts, through their portfolio managers, are given a fair opportunity to invest in a security that is appropriate for the specific Account. Each portfolio manager makes the final determination as to whether a particular investment opportunity is appropriate for the specific Account to which Phillips, Hager & North provides investment advisory services.



SPECIFIC INFORMATION ABOUT EACH OF THE RBC INSTITUTIONAL CASH FUNDS DESCRIBED IN THIS OFFERING MEMORANDUM

Introduction This section provides additional information that will help you to better understand the description of each of the funds that appears on the following pages.

Proxy voting The proxies associated with securities held in the funds will be voted in accordance with guidelines which seek to enhance long-term shareholder value and which are consistent with leading corporate governance practices. The guidelines are available on our website, www.phn.com, or by contacting us at the number on the back cover of this offering memorandum.

How the funds engage in repurchase transactions and reverse repurchase transactions A repurchase transaction occurs when a fund sells portfolio securities that it owns to a creditworthy institution for cash and simultaneously agrees to buy back the securities at a later date not to exceed 30 days. The amount of cash maintained by the fund for the transaction is at least 102% of the market value of the sold securities measured each business day. The fund retains its exposure to changes in the value of the sold securities, but also earns additional income for participation in the repurchase transaction.

In repurchase transactions, the fund receives any interest or dividends paid by the issuer of the securities while those securities are held by the other party to the transaction.

A reverse repurchase transaction occurs when a fund purchases portfolio securities from a creditworthy institution and simultaneously agrees to sell the securities back to the institution at a later date not to exceed 30 days. The difference between the fund’s purchase price for the securities and the resale price may provide the fund with additional income. The basic purpose is to provide a fund with short-term investment income for cash held by the fund.

A fund will not enter into a repurchase transaction if, immediately thereafter, the aggregate market value of all securities sold by the fund in repurchase transactions and not yet repurchased, would exceed

50% of the total assets of the fund (exclusive of cash held by the fund for repurchase transactions).

Fund Specific Information


RBC Institutional Government – Plus Cash Fund

Fund details Type of fund Canadian cash management fund

Date the fund was started

January 26, 2010

Type of securities

I-Series, J-Series and O-Series

Eligibility Units are not qualified investments for RRSPs, RRIFs, DPSPs, RESPs, RDSPs or TFSAs.

Fees and expenses

See the section called Fees and expenses above on page 11.

What does the fund invest in?

Investment objectives

The fund’s objective is to earn a high rate of interest income while focusing on preserving capital and maintaining liquidity. The fund invests in Canadian dollar money market securities issued or guaranteed by Canadian federal and provincial government entities and their fully guaranteed agencies as well as instruments issued by the six largest Canadian Schedule I chartered banks as measured by stock market capitalization.

Fundamental investment objectives may only be changed with the approval of a majority of unitholders at a meeting called for that purpose. However, we may change the fund’s investment strategies described below, at our discretion.

Investment strategies To achieve the fund’s investment objectives, the fund shall invest in its assets in accordance with the guidelines described below.

Minimum credit rating: The fund shall invest in securities that, at the time of purchase, have a minimum credit rating of any one of R-1 (mid) by DBRS, A-1 by Standard & Poor’s (“S&P”) or P-1 by Moody’s Investor Services (“Moody’s”).

Sector mix: Subject to any minimum rating limits and individual issuer limits described in this section, the following sector guidelines apply:

Sector Limit Issued or guaranteed by the Government of Canada or an agency thereof

No limit

Issued or guaranteed by a province or an agency thereof

No Limit

Schedule I banks1 Maximum 40% 1In this fund profile Schedule I banks refers to the 6 largest Canadian Schedule I banks as measured by market capitalization.

Individual issuer limits: The fund may not purchase a security of an issuer if, following the purchase, the market value of the fund invested in an issuer described below would exceed the corresponding issuer limits:

Security Type Limit

Issued or guaranteed by the Government of Canada or an agency thereof

No limit


Maximum 25%

Schedule I banks1 Maximum 10%

Instruments: The fund restricts its investments to debt obligations including but not limited to treasury bills, promissory notes, bearer deposit notes, bankers’ acceptances, term deposits and certificates of deposit.

Dollar-weighted average term to maturity: The fund targets a portfolio with a dollar-weighted average term to maturity not exceeding 60 days. The fund shall be restricted to securities having remaining terms to maturity of 365 days or less.

Benchmark: The fund compares its performance against the DEX 30 Day T-Bill Index.

Fund of fund investing: We may from time to time invest a significant portion or even all of the fund’s net assets in other funds managed by Phillips, Hager & North or our affiliate where we believe that an investment in other funds is a more efficient and cost effective way of achieving the fund’s investment objectives. We will only invest in units of other funds where the investment is consistent with the fund’s investment objectives and strategies, and otherwise complies with applicable securities laws.


RBC Institutional Government – Plus Cash Fund

What are the risks of investing in the fund? While it is intended that a constant unit price for the fund be maintained, there is no guarantee that the unit price will not fluctuate. The yield on a unitholder’s investment in the fund will vary or fluctuate with changes in the interest rates payable on money market investments.

The principal risks associated with an investment in this fund are liquidity, interest rate and credit risks. An investment in this fund may also involve market risk and series risk. To the extent the fund enters into repurchase transactions or reverse repurchase transactions, the fund has repurchase and reverse repurchase risk. If an investor holds units representing a large portion of the outstanding units of the fund, an investment in the fund will also involve large unitholder risk. These and other risks, which may also apply to the fund, are described in the section called What are the risks of investing in a mutual fund? on page 1.

Distribution policy Net interest income is calculated and allocated to unitholders daily. It is distributed to unitholders monthly or, if a unitholder redeems all its units of the fund, when such units are redeemed. Distributions from the fund are automatically reinvested in units of the fund.



Fund details Type of fund Canadian cash management fund Date the fund was started

January 26, 2010

Type of securities



Fees and expenses




The fund’s objective is to earn a high rate of interest income while focusing on preserving capital and maintaining liquidity. The fund invests in Canadian dollar money market securities issued or guaranteed by Canadian federal and provincial government entities and their agencies, banks, corporations, trusts and foreign governments.



Minimum credit rating: The fund shall invest in securities that, at the time of purchase, have a minimum credit rating of any one of R-1 (low) by DBRS, A-1 by S&P or P-1 by Moody’s.

Sector mix: Subject to any minimum rating limits and individual issuer limits described in this section the following sector guidelines apply:

Sector Limit


Maximum 100%


Maximum 100%


Corporate commercial paper and municipalities

Maximum 60%

Asset-backed commercial paper (ABCP) sponsored by Schedule I banks

Maximum 50%

Floating rate notes Maximum 10% 1In this fund profile, Schedule I banks refers to the 6 largest Canadian Schedule I banks as measured by market capitalization. Other banks would be considered corporate commercial paper.


Security Type Limit


Unlimited

Issued or guaranteed by a province or an agency thereof - minimum R-1 (mid), A-1 or P-1

Maximum 25%

Issued or guaranteed by a province or an agency thereof - minimum R-1 (low), A-1 or P-1

Maximum 10%

Issued by a Schedule I bank1 Maximum 10%

Corporate commercial paper and municipalities - minimum R-1 (mid), A-1 or P-1

Maximum 5%

Corporate commercial paper and municipalities – minimum R-1 (low), A-1 and P-1

Maximum 3%

Asset-backed commercial paper (ABCP) sponsored by Schedule I Banks1

Maximum 5%

Floating rate notes issued by Government of Canada or Canadian provinces (including fully guaranteed entities and agencies)2

Maximum 2%

Floating rate notes issued by a Schedule I bank3

Maximum 1%

2 Floating rate notes with a remaining term to maturity less than two years with a maximum reset period of 3 months. 3 Floating rate notes with remaining term to maturity less than one year with a maximum reset period of 3 months.



Instruments: The fund restricts its investments to debt obligations including but not limited to treasury bills, promissory notes, bearer deposit notes, bankers’ acceptances, commercial paper, term deposits, certificates of deposit and floating rate notes.

Dollar-weighted average term to maturity: The fund targets a portfolio with a dollar-weighted average term to maturity not exceeding 60 days. The fund shall be restricted to securities having remaining terms to maturity of 365 days or less (with the exception of government floating rate notes – see footnote 2 above).




The principal risks associated with an investment in this fund are liquidity, interest rate and credit risks. An investment in this fund may also involve market risk and series risk. To the extent the fund enters into repurchase transactions or reverse repurchase transactions, the fund has repurchase and reverse repurchase risk. If an investor hold units representing a large portion of the fund, an investment in the fund will also involve large unitholder risk. These and other risks, which may also apply to the fund, are described in the section called What are the risks of investing in a mutual fund? on page 1.

Distribution policy Net interest income is calculated and allocated to unitholders daily. It is distributed to unitholders monthly, or, if a unitholder redeems all its units of the fund, when such units are redeemed.

Distributions from the fund are automatically reinvested in units of the fund.



Fund details Type of fund US$ cash management fund


January 26, 2010

Type of securities



Fees and expenses




The fund’s objective is to earn a high rate of interest income while focusing on preserving capital and maintaining liquidity. The fund invests in US$ money market securities issued or guaranteed by Canadian federal and provincial government entities and their agencies, banks, corporations, trusts and foreign governments.


Investment strategies To achieve the fund’s investment objectives the fund shall invest in its assets in accordance with the guidelines described below.

Minimum credit rating: The fund shall invest in securities that, at the time of purchase, have a minimum credit rating of any one of R-1 (low) by DBRS, A-1 by S&P or P-1 by Moody’s.


Sector Limit

Issued or guaranteed by the Government of Canada, the Government of the U.S. or an agency thereof

Maximum 100%


Maximum 100%


Corporate commercial paper and municipalities

Maximum 60%

Asset-backed commercial paper (ABCP) sponsored by Schedule I banks

Maximum 50%

Floating rate notes Maximum: 10% 1In this fund profile, Schedule I banks refers to the 6 largest Canadian Schedule I banks as measured by market capitalization. Other banks would be considered corporate commercial paper.


Security Type Limit

Issued or guaranteed by the Government of Canada, the U.S. Government or an agency thereof

Unlimited

Issued or guaranteed by a province or an agency thereof - minimum R-1 (mid), A-1 or P-1

Maximum 25%

Issued or guaranteed by a province or an agency thereof - minimum R-1 (low), A-1 or P-1

Maximum 10%


Corporate commercial paper and municipalities - minimum R-1 (mid), A-1 or P-1

Maximum 5%

Corporate commercial paper of and municipalities – minimum R-1 (low), A-1 or P-1

Maximum 3%

Asset-backed commercial paper (ABCP) sponsored by Schedule I banks1

Maximum 5%

Floating rate notes issued by Government of Canada or Canadian provinces (including fully guaranteed entities and agencies) 2

Maximum 2%

Floating rate notes issued by a Schedule I bank3

Maximum 1%

2 Floating rate notes with a remaining term to maturity less than two years with a maximum reset period of 3 months. 3 Floating rate notes with remaining term to maturity less than one year with a maximum reset period of 3 months.




Dollar-weighted average term to maturity: The fund targets a portfolio with a dollar-weighted average term to maturity not exceeding 60 days. The fund shall be restricted to securities having remaining terms to maturity of 365 days or less (with the exception of government floating rate notes – see footnote 2 above).

Benchmark: The fund compares its performance against the Citigroup 1 Month T-Bill Index.



The principal risks associated with an investment in this fund are liquidity, interest rate and credit risks. An investment in this fund may also involve currency, market and series risks, as well as the risks associated with the use of derivatives. To the extent the fund enters into repurchase transactions or reverse repurchase transactions, the fund has repurchase and reverse repurchase risk. If an investor holds units representing a large portion of the outstanding units of the fund, an investment in the fund will also involve large unitholder risk. These and other risks, which may also apply to the fund, are described in the section called What are the risks of investing in a mutual fund? on page 1.

Distribution policy Net interest income is calculated and allocated to unitholders daily. It is distributed to unitholders monthly in U.S. dollars or, if a unitholder redeems all of its units of the fund, when such units are redeemed. Distributions from the fund are automatically reinvested in units of the fund.

The fund may make additional capital gains and/or return of capital distributions to unitholders at any time throughout the year, due to foreign exchange fluctuations. Income earned by the fund must be reported in Canadian dollars for income tax purposes. When the fund sells or matures investments in U.S. dollars, it may realize a gain or loss on the exchange rate when converted to Canadian dollars. This is treated as a capital gain or loss for income tax purposes. In any year, we may elect to retain these capital gains in the fund with the result that tax will be payable by the fund. We may make such an election without unitholder notice provided we make this election prior to the end of the fund’s fiscal year.

In the event of a capital gains and/or return of capital distribution, the additional units that are issued are simultaneously consolidated to ensure that the unit value of the fund is maintained at US$10. The amount of a return of capital distribution reduces the adjusted cost base of the unitholder’s investment. The reinvested amount of any distribution is added to the adjusted cost base of the unitholder’s investment.


RBC Institutional Long Cash Fund

Fund details Type of fund Canadian short-term fixed income


January 26, 2010

Type of securities



Fees and expenses




The fund seeks to obtain a high level of current income consistent with preservation of capital by investing primarily in a well-diversified portfolio of Canadian dollar short-term fixed income and money market securities issued or guaranteed by Canadian federal and provincial government entities, their fully guaranteed agencies, banks, corporations, trusts and foreign governments.



Minimum credit rating:

The fund shall invest in securities that, at the time of purchase, have a minimum credit rating of any one of A(low)or R-1 (low) by DBRS, A- or A-1 by S&P or A3 or P-1 by Moody’s as applicable.


Sector Limit

Issued or guaranteed by the Government of Canada, a province or an agency thereof

Maximum 100%

Issued by municipalities, corporations and trusts

Maximum 70%

Floating rate notes Maximum 20%

Individual issuer limits:

Security Type Limit


Unlimited

Issued or guaranteed by a province or an agency thereof, - minimum A(low) or R-1 (mid), A- or A-1 or A3 or P-1 rating

Maximum 25%

Issued or guaranteed by a province or an agency thereof, a municipality or a corporation - minimum R-1 (low), A-1or P-1 rating

Maximum 3%


Issued or guaranteed by a corporate or municipal issuer – minimum A(low) or R-1 (mid), A- or A-1 or A3 or P-1 rating

Maximum 5%

Asset-backed commercial paper (ABCP) sponsored by Schedule I banks1

Maximum 5%

Floating rate notes issued by Government of Canada or Canadian provinces (including fully guaranteed entities and agencies)

Maximum 5%

Floating rate notes issued by banks, municipalities or corporations - minimum AA (low) or R-1 (mid), AA- or A-1 or Aa3 or P-1 rating

Maximum 2%

1In this fund profile, Schedule I banks refers to the 6 largest Canadian Schedule I banks as measured by market capitalization. Other banks would be considered corporate commercial paper.


Dollar-weighted average term to maturity: The fund targets a portfolio with a dollar-weighted average term to maturity in the range 6 to 18 months. The fund shall be restricted to securities having remaining terms to maturity of 2 years or less.


RBC Institutional Long Cash Fund



What are the risks of investing in the fund? The principal risks associated with an investment in this fund are liquidity, interest rate and credit risks. An investment in this fund may also involve market and series risks. To the extent the fund enters into repurchase transactions or reverse repurchase transactions, the fund has repurchase and reverse repurchase risk. If an investor holds units representing a large portion of the outstanding units of the fund, an investment in the fund will also involve large unitholder risk. These and other risks, which may also apply to the fund, are described in the section called What are the risks of investing in a mutual fund? on page 1.

Distribution policy A distribution of net income is made on a monthly basis. We may distribute capital gains and/or return of capital to unitholders at any time throughout the year and will distribute net realized capital gains in December.

Distributions from the fund are automatically reinvested in units of the fund.



WHAT ARE YOUR LEGAL RIGHTS?

Securities legislation in certain of the provinces of Canada provides purchasers with, in addition to any other rights they may have at law, a remedy for rescission or damages, or both, where this Offering Memorandum and any amendment to it and, in some cases, advertising and sales literature used in connection therewith, contains a misrepresentation (as such term may be defined in the applicable legislation). However, those remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed in applicable legislation. Further, such rights may depend on the particular private placement exemption relied upon by the issuer. Each purchaser should refer to the provisions of the applicable legislation for the particulars of these rights or consult with a legal adviser.

The following is a summary of the rights of rescission or to damages, or both, available to purchasers under the securities legislation of certain of the provinces of Canada or provided by contract. Such rights are expressly conferred upon investors by the delivery of this Offering Memorandum.

Alberta Section 204 of the Securities Act (Alberta) provides that where a memorandum, such as this Offering Memorandum, together with any amendment to, is delivered to a purchaser resident in Alberta, in reliance on the prospectus exemptions in section 127.01 of the Alberta Securities Commission Rules or section 2.10 of National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”), and contains a misrepresentation and it was a misrepresentation at the time of purchase, the investor will be deemed to have relied upon the misrepresentation and will have a right of action against the issuer, every director of the issuer (if applicable) at the date of this memorandum and every person who signed this memorandum for damages or, alternatively, while still the owner of the purchased securities, for rescission against the issuer, provided that:

(a) no action may be commenced to enforce a right of action:

(i) for rescission more than 180 days after the date of the purchase; or

(ii) for damages more than the earlier of (A) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or (B) three years after the date of purchase;

(b) no person or company will be liable if the person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation;

(c) no person or company (but excluding the issuer) will be liable if the person or company proves that (i) the memorandum was delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable notice to the issuer that it was delivered without the person’s or company’s knowledge or consent, (ii) on becoming aware of any misrepresentation in the memorandum, the person or company withdrew the person’s or company’s consent to the memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it, or (iii) with respect to any part of the memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, or the relevant part of this memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

(d) no person or company (but excluding the issuer) will be liable with respect to any part of the memorandum not purporting to be made on the authority of an expert, or to be a copy of, or an extract from, a report, opinion or statement of expert unless the person or company failed to conduct an investigation to provide reasonable grounds for a belief that there had been no misrepresentation, or believed that there had been a misrepresentation;

(e) in an action for damages, the defendant will not be liable for all or any portion of the damages that the defendant proves does not represent the depreciation in value of the securities as a result of the misrepresentation; and



(f) in no case shall the amount recoverable exceed the price at which the securities were sold to the purchaser.

Saskatchewan Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the “Saskatchewan Act”) provides that where an offering memorandum (such as this Offering Memorandum) or any amendment to it is sent or delivered to a purchaser and it contains a misrepresentation, a purchaser who purchases a security covered by the offering memorandum or any amendment to it is deemed to have relied upon that misrepresentation, if it was a misrepresentation at the time of purchase, and has a right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or has a right of action for damages against:

(a) the issuer or a selling security holder on whose behalf the distribution is made;

(b) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered;

(c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them;

(d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and

(e) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or amendment to the offering memorandum.

Such rights of rescission and damages are subject to certain limitations including the following:

(a) if the purchaser elects to exercise its right of rescission against the issuer or selling security holder, it shall have no right of action for damages against that party;

(b) in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the

depreciation in value of the securities resulting from the misrepresentation relied on;

(c) no person or company, other than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment to it not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation or believed that there had been a misrepresentation;

(d) in no case shall the amount recoverable exceed the price at which the securities were offered; and

(e) no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation.

In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that:

(a) the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company gave reasonable general notice that it was so sent or delivered;

(b) on becoming aware of any misrepresentation, the person or company withdrew the person’s or company’s consent to the memorandum and gave reasonable general notice to the issuer of the withdrawal and the reason for it; or

(c) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.



Not all defences upon which we or others may rely are described herein. Please refer to the full text of the Saskatchewan Act for a complete listing.

Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.

Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser is deemed to have relied on the misrepresentation, if it was a misrepresentation at the time of purchase, and has a right of action for damages against the individual who made the verbal statement.

Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Saskatchewan Financial Services Commission.

Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the securities, as required by Section 80.1 of the Saskatchewan Act.

The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any other right which a purchaser may have at law.

Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more than:

(a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or

(b) in the case of any other action, other than an action for rescission, the earlier of:

(i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or

(ii) six years after the date of the transaction that gave rise to the cause of action.

The Saskatchewan Act also provides a purchaser who has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of the Saskatchewan Act has a right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of receiving the amended offering memorandum.

Manitoba Section 141.1 of the Securities Act (Manitoba) provides that if a memorandum, such as this Offering Memorandum, or any document incorporated by reference in, or deemed to be incorporated into, this memorandum contains a misrepresentation, a purchaser resident in Manitoba is deemed to have relied on the misrepresentation and has a right of action against the applicable issuer, every director of the issuer at the date of the memorandum and every person or company who signed the memorandum for damages, or alternatively, while still the owner of the purchased securities, for rescission, provided that:


(i) for rescission, more than 180 days after the date of the purchase; or

(ii) for damages, the earlier of (A) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or (B) two years after the date of the purchase;


(c) no person or company (but excluding the issuer) will be liable if the person or company proves that (i) the memorandum was sent to the purchaser without the person’s or company’s knowledge or consent, and that, after becoming



aware of its delivery, the person or company promptly gave reasonable notice to the issuer that it was sent without the person’s or company’s knowledge or consent, (ii) on becoming aware of the misrepresentation, the person or company withdrew their respective consent to the memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it, or (iii) with respect to any part of the memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert’s report, opinion or statement, the person or company proves that they had no reasonable grounds to believe and did not believe that there had been a misrepresentation, or the relevant part of the memorandum did not fairly represent the expert’s report, opinion or statement, or was not a fair copy of, or an extract from, the expert’s report or statement;

(d) no person or company (excluding the issuer) will be liable with respect to any part of the memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been on misrepresentation, or believed that there had been a misrepresentation;

(e) in action for damages, a defendant will not be liable for any portion of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation; and


Ontario In the event that this Offering Memorandum, together with any amendment hereto, delivered to a purchaser of units resident in Ontario contains a misrepresentation and it was a misrepresentation at the time of purchase of units by such purchaser, the purchaser will have, without regard to whether the purchaser relied on such misrepresentation, a right of action against a fund for damages or, while still the owner of units of a fund purchased by that purchaser,

for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against a fund, provided that:

(a) the right of action for rescission or damages will be exercisable only if the purchaser commences an action to enforce such right, not later than:

(i) in the case of an action for rescission, 180 days after the date of purchase; or

(ii) in the case of an action for damages, the earlier of (A) 180 days following the date the purchaser first had knowledge of the misrepresentation, and (B) three years after the date of purchase;

(b) the fund, will not be liable if it proves that the purchaser purchased the units with knowledge of the misrepresentation;

(c) in the case of an action for damages, the fund will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the units as a result of the misrepresentation relied upon;

(d) the fund will not be liable for a misrepresentation in forward-looking information if the fund proves:

(i) that this Offering Memorandum contains reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(ii) the fund has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information; and

(e) in no case will the amount recoverable in any action exceed the price at which the units were sold to the purchaser.

The foregoing rights do not apply if the purchaser is:

(a) a Canadian financial institution (as defined in NI 45-106) or a Schedule III bank;



(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

(c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

New Brunswick Section 150(1) of the Securities Act (New Brunswick) provides that where a memorandum, such as this Offering Memorandum, is delivered to a purchaser resident in New Brunswick and contains a misrepresentation that was a misrepresentation at the time of purchase, the purchaser will be deemed to have relied on the misrepresentation and will have a right of action against the issuer for damages or, alternatively, while still the owner of the purchased securities, for rescission, provided that:



(ii) for damages, more than the earlier of (A) one year after the purchaser first had knowledge of the facts giving rise to the cause of action, and (B) six years after the date of the purchase;

(b) the issuer will not be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;

(c) in an action for damages, the issuer will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon;

(d) in no case shall the amount recoverable exceed the price at which the securities were sold to the purchaser; and

(e) the issuer will not be liable for a misrepresentation in forward-looking information (other than forward-looking information contained in the issuer’s financial statements) if the issuer proves that:

(i) the memorandum contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(ii) the issuer had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.

An issuer shall not be liable where it is not receiving any proceeds from the distribution of the securities being distributed and the misrepresentation was not based on information provided by the issuer unless the misrepresentation:

(a) was based on information that was previously publicly disclosed by the issuer;

(b) was a misrepresentation at the time of its previous public disclosure; and

(c) was not subsequently publicly corrected or superseded by the issuer before the completion of the distribution of the securities being distributed.

Nova Scotia Section 138 of the Securities Act (Nova Scotia) (“Section 138”) states that in the event that this Offering Memorandum together with any amendment thereto, or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) used in connection with this Offering Memorandum, contains a misrepresentation, any investor in Nova Scotia who purchases securities offered thereunder shall be deemed to have relied on such misrepresentation, if it was a misrepresentation at the time of purchase, and shall have, subject as hereinafter provided, a right of action either for damages or alternatively for rescission, exercisable against the seller provided that:

(a) no person or company will be held liable under Section 138 if it proves that the investor



purchased the securities with knowledge of the misrepresentation;

(b) in an action for damages, the seller will not be liable for all or any portion of such damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon;

(c) no person or company will be liable if the person or company proves that (i) the memorandum was delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent, (ii) after delivery of the memorandum and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the memorandum, the person or company withdrew the person’s or company’s consent to the memorandum and gave reasonable general notice of the withdrawal and the reason for it, or (iii) with respect to any part of the memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, or the relevant part of the memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

(d) no person or company will be liable with respect to any part of the memorandum not purporting to be made on the authority of an expert, or to be a copy, or an extract from, a report, opinion or statement of expert unless the person or company failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation, or believed that there had been a misrepresentation; and

(e) in no case shall the amount recoverable under Section 138 exceed the price at which the securities were sold to the purchaser.

No action shall be commenced to enforce the rights of action created under Section 138 more than 120 days after the date on which payment was made for

the securities or after the date on which the initial payment for the securities was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment.

Prince Edward Island Section 112(1) of the Securities Act (Prince Edward Island) provides that if a memorandum, such as this Offering Memorandum, contains a misrepresentation and it was a misrepresentation at the time of purchase, a purchaser resident in Prince Edward Island who purchased a security under this memorandum will be deemed to have relied upon the misrepresentation and will have a right of action against the applicable issuer, every director of the issuer at the date of this memorandum and every person who signed this memorandum for damages or, alternatively, while still the owner of the purchased securities, for rescission, provided that:

(a) no action shall be commenced to enforce a right of action:


(ii) for any action other than rescission, the earlier of (A) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of the action, or (B) three years after the date of the purchase;


(c) no person or company (but excluding the issuer) will be liable if it proves that (i) the memorandum was delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent, (ii) after the delivery of the memorandum and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the memorandum, the person or company withdrew the person’s or company’s consent to the memorandum and gave reasonable general notice of the withdrawal and the reason for it, or



(iii) with respect to any part of the memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, or the relevant part of the memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

(d) no person or company (but excluding the issuer) will be liable with respect to any part of the memorandum not purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation or, (ii) believed that there had been a misrepresentation;

(e) in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and


Yukon Section 112 of the Securities Act (Yukon) provides that where an offering memorandum, such as this Offering Memorandum, is delivered to a purchaser resident in the Yukon and it contains a misrepresentation, a purchaser who purchases a security offered by the offering memorandum during the period of distribution is deemed to have relied on the misrepresentation, and has a right of action for damages against the issuer, the selling security holder on whose behalf the distribution is made, every director of the issuer at the date of the offering memorandum, and every person who signed the offering memorandum. In addition, such a purchaser also has a right of rescission against the issuer or the selling security holder on whose behalf the distribution is made.

These rights are subject to certain limitations including the following:

(a) if the purchaser elects to exercise its right of rescission against the issuer or the selling security holder on whose behalf the distribution is made, it shall have no right of action for damages against that party;

(b) a person or company will not be liable if the person or company proves that the purchaser purchased the securities with the knowledge of the misrepresentation;

(c) a person or company (other than the issuer or selling security holder on whose behalf the distribution is made) will not be liable if:

(i) the offering memorandum was sent to the purchaser without the person or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the issuer that it was sent without the knowledge and consent of that person or company;

(ii) the person or company, on becoming aware of the misrepresentation in the offering memorandum, withdrew the person or company’s consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it; or

(iii) with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person had no reasonable grounds to believe and did not believe that:

(A) there had been a misrepresentation; or

(B) the relevant part of the offering memorandum did not fairly represent the report, statement or opinion of the expert or was not a fair copy of, or an extract from, the report, statement or opinion of the expert;

(iv) for any part of an offering memorandum that is not purporting to be made on the authority of an expert and not purporting to be a copy



of, or an extract from, a report, statement or opinion of an expert, unless the person or company:

(A) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation; or

(B) believed that there had been a misrepresentation.

In addition, no person or company will be liable if:

(a) the offering memorandum containing the forward-looking information contained, proximate to the forward-looking information,

(i) reasonable cautionary language identifying the forward-looking information as such and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and

(ii) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information.

In an action for damages, a defendant will not be liable for all or any part of the damages that the defendant proves does not represent the depreciation in value of the security resulting from the misrepresentation.

The amount recoverable by the purchaser in an action for damages must not exceed the price at which the securities purchased by the purchaser were offered.

No action may be commenced to enforce a right of action more than the earlier of:

(a) in the case of an action for rescission, 180 days after the date of the purchase; or

(b) in the case of an action for damages, (i) 180 days after the purchaser first had knowledge of the

facts giving rise to the cause of action, or (ii) three years after the date of the purchase.

Other Canadian jurisdictions The foregoing summaries are subject to the express provisions of the Securities Act (Alberta), the Securities Act (Manitoba), The Securities Act, 1988 (Saskatchewan), the Securities Act (Ontario), the Securities Act (New Brunswick), the Securities Act (Nova Scotia), the Securities Act (Prince Edward Island) and the Securities Act (Yukon), and the regulations and policy statements thereunder, and reference is made thereto for the complete text of such provisions.

Although securities legislation in British Columbia, Québec, Newfoundland and Labrador, the Northwest Territories and Nunavut does not provide or require the funds to provide to unitholders resident in these jurisdictions any rights of action if this Offering Memorandum, any amendment hereto or any document incorporated herein by reference, contains a misrepresentation, the fund hereby grants to such unitholders the equivalent contractual rights of action as are described above for unitholders resident in Ontario.

Proposed legislation applicable to investors in Québec Under legislation adopted but not yet in force in Québec, if this Offering Memorandum, together with any amendment hereto or any document incorporated by reference herein, delivered to an investor resident in Québec contains a misrepresentation, you will have: (i) a right of action for damages against the fund, every person in charge of the fund’s patrimony, the dealer (if any) under contract to the fund and any expert whose opinion, containing a misrepresentation, appeared, with the expert’s consent in this Offering Memorandum, and (ii) a right of action against the fund for rescission of the purchase contract or revision of the price at which the units were sold to you.

This statutory right of action will be available to you whether or not you have relied on the Offering Memorandum. You will be able to bring an action for rescission of the purchase contract or revision of the price without prejudice to your claim for damages.



If you intend to rely on the rights described in (i) or (ii) above, you will have to do so within strict time limitations. You will have to commence an action for rescission of the purchase contract or revision of the price within three years after the date of the purchase. You will have to commence an action for damages within the earlier of (i) three years after you first had knowledge of the facts giving rise to the cause of action (except on proof of tardy knowledge imputable to your negligence) or (ii) five years after the filing of this Offering Memorandum with the Autorité des marchés financiers.If this legislation is declared to be in force in Québec, the fund will provide you with these rights instead of the rights described above under the section What are your legal rights? – Other Canadian Jurisdictions. The foregoing summary is subject to the express provisions of the Securities Act (Québec) and the regulations and policy statements thereunder, and reference is made thereto for the complete text of such provisions.

However, there will be various defences available to the persons against whom you will have a right of action. For example, they will have a defence if you knew of the misrepresentation when you purchased the units. In an action for damages, a person listed above, other than the fund or the person(s) in charge of the fund’s patrimony, will not be liable if that person acted with prudence and diligence.

In addition, the defendant will not be liable for a misrepresentation in forward-looking information if the defendant proves that:

(a) this Offering Memorandum contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection; and

General The rights summarized above are in addition to and without derogation from any other rights or remedies available at law to an investor.

(b) there was a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information.

Disclosures

“Phillips, Hager & North” (“PH&N”) is a registered trade name of Royal Bank of Canada (“Royal Bank”) licensed for use by Phillips, Hager & North Investment Management Ltd. PH&N is an indirect wholly owned subsidiary of Royal Bank.

® Registered trademark of Royal Bank of Canada. RBC Global Asset Management is a trademark of Royal Bank of Canada. Used under licence.

© Phillips, Hager & North Investment Management Ltd. 2010

Publication date: March 22, 2010


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